Company Announcement no. 16/2021 (16.09.2021)
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, TO ANY PERSON LOCATED OR RESIDENT IN OR INTO THE UNITED STATES, AUSTRALIA, JAPAN, CANADA, NEW ZEALAND, SOUTH AFRICA, HONG KONG, SWITZERLAND, SINGAPORE OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURES. THIS COMPANY ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR BUY ANY OF THE SECURITIES DESCRIBED HEREIN.
Reference is made to Company Announcement no. 14/2021 of 27 August 2021 (the "Conditional Early Redemption Announcement") in which European Energy A/S (the "Company") announced the conditional early redemption of its EUR 200,000,000 Senior Secured Callable Floating Rate Green Bonds 2019/2023 with ISIN code DK0030448238 (the "Existing Bonds").
UNCONDITIONAL NOTICE OF EARLY REDEMPTION
Further to the Conditional Early Redemption Announcement, the Company hereby confirms to all holders of the Existing Bonds of which EUR 200,000,000 is currently outstanding that the New Financing Conditions (as defined in the Conditional Early Redemption Announcement) have been fulfilled and that the Company's notice of early redemption has thereby become unconditional. This means that the Company will redeem all of the outstanding Existing Bonds in full (the "Early Redemption") in accordance with clause 10.3 (Early voluntary redemption by the Issuer (call option and equity claw back)) of the terms and conditions for the Existing Bonds dated 18 June 2019 (as amended from time to time) (the "Terms and Conditions").
Unless otherwise defined herein, capitalised terms used in this Company Announcement have the meaning given to them in the Terms and Conditions.
The date of the Early Redemption (the "Redemption Date") will be 22 September 2021, and the Record Date for the Early Redemption will be 21 September 2021 (the date falling one (1) Business Day prior to the Redemption Date). The first date of the notice period for the Early Redemption was the date on which the holders of the Existing Bonds received the Conditional Early Redemption Announcement which, in accordance with clause 25.1 (Notices) of the Terms and Conditions was three (3) Business Days after 27 August 2021. The Redemption Date is fifteen (15) Business Days thereafter in accordance with clause 10.3.3 of the Terms and Conditions.
The Existing Bonds will be redeemed on the Redemption Date at the redemption price of 102.68% of the Nominal Amount as set out in clause 10.3 (Early voluntary redemption by the Issuer (call option and equity claw back)) of the Terms and Conditions plus any accrued but unpaid interest from, and including, the preceding Interest Payment Date up to, but excluding, such Redemption Date. The redemption amount will be paid to directly registered owners and registered authorised nominees of the Existing Bonds at the end of business on the relevant Record Date in the debt ledger produced by the CSD.
In connection with the Early Redemption, the Existing Bonds will be delisted from Nasdaq Copenhagen.
This notice of early redemption is irrevocable and governed by Danish law.
COMPLETION OF NEW GREEN BONDS ISSUE AND SETTLEMENT OF TENDER OFFER
The Company hereby also announces that it has successfully completed its issue of EUR 300,000,000 new senior unsecured green bonds due 2025 (the "New Green Bonds").
The net proceeds of the New Green Bonds will be used for financing or refinancing of eligible projects in accordance with the Company's Green Finance Framework, including principally towards (i) settlement of the Company's tender offer for the Existing Bonds referred to in prior Company Announcements no. 13/2021 and no. 15/2021 with respect to Existing Bonds in an aggregate nominal amount of EUR 160,100,000 (such settlement is expected to occur on the date hereof following which the Existing Bonds tendered in the tender offer will be cancelled); and (ii) redemption of all of the Existing Bonds which have not been tendered in the Tender Offer (such redemption will occur on the Redemption Date following which all of the Existing Bonds will be cancelled).
For further information, please contact:
European Energy A/S
Important Regulatory Notice
This Company Announcement is for information purposes only and is not an offer to sell or buy any securities. The Existing Bonds and the New Green Bonds may not be sold in the United States unless they are registered under the US Securities Act of 1933, as amended (the "Securities Act") or are exempt from registration. The Existing Bonds and the New Green Bonds described in this Company Announcement have not been and will not be registered under the Securities Act, and accordingly any offer or sale of such Existing Bonds and New Green Bonds may be made only in a transaction exempt from registration requirements of the Securities Act.
It may be unlawful to distribute this Company Announcement in certain jurisdictions. This Company Announcement is not for distribution, directly or indirectly, in or to the United States, Australia, Japan, Canada, New Zealand, South Africa, Hong Kong, Switzerland, Singapore or any other jurisdiction where such distribution would be unlawful or require registration or any other measures.
This Company Announcement has been made in accordance with Regulation (EU) No 596/2014 on market abuse (the "Market Abuse Regulation") and contains information that prior to its disclosure may have constituted inside information under the Market Abuse Regulation.